Cases of Interest.
NST is currently involved in a wide range of matters.
- for companies, shareholders and directors in respect of corporate governance, securities, oppression and/or director/officer liability issues, including derivative actions;
- in major construction disputes:
- in partnership disputes including questions of the existence of partnership;
- in international litigation and international enforcement of judgments;
- in subrogated insurance claims;
- for defendants in class actions;
- for major Canadian financial institutions in various stages of litigation;
- for parties involved in major civil forfeiture proceedings in British Columbia;
- for receivers, debtors and creditors in various insolvency proceedings;
- in various professional negligence and professional regulatory proceedings;
- for parties in the cannabis industry involved in commercial and shareholder disputes;
- for parties in disputes relating to issues involving property division, title, access, and major property and development projects;
- for parties in significant family business and wealth disputes;
- for parties in commercial disputes relating to small pleasure and commercial aircraft;
- in disputes between franchisors and franchisees.
The following are substantial cases of interest in which NST has been involved.
Partner Karen Carteri and associate Heather Doi successfully defended against an application under the BC Business Corporations Act, S.B.C. 2002, c. 57, by a majority of the shareholders of Orkney Farms Ltd. (the Company), seeking to liquidate and dissolve that Company. The Company’s only asset is a large property on Denman Island. The respondent Sidney and Zella Clark Holdings Ltd., is a shareholder of Orkney Farms Ltd., which is in turn owned by the sole full-time resident on the property. The petitioners sought dissolution of the Company or in the alternative, an order to sell the property through a bid process. Had the petitioner succeeded, the respondent would have risked being removed from his home on the property.
Karen and Heather succeeded in having the petition dismissed in its entirety (see reasons for judgment at 2022 BCSC 2077), with costs in their favour. The Supreme Court rejected the petitioners’ argument that they could not fairly extricate themselves from the Company except through a court-ordered wind up or sale, relying among other things on the fact that they had not availed themselves of alternative remedies. The Court further accepted the respondent’s arguments that the petitioners could not meet any of the indicia that would typically justify a winding up, such as where the organization is akin to a partnership, where there is a breakdown in mutual trust, or where there is a loss of substratum.
The reasons for judgment draw on recent jurisprudence from the BC Court of Appeal confirming the use of a reasonable expectations analysis in applications to liquidate and dissolve a company (see for e.g., Esposito v. 304768 B.C. Ltd., 2022 BCCA 51), as well as the role of corporate structure and documents in determining reasonableness and in deciding what is just and equitable. This is so even where the company is closely held and where the parties had previously had close personal relationships
On September 20, 2022, the Supreme Court of British Columbia released its judgment in The9 Limited v. Skychain Technologies Inc., 2022 BCSC 1666, following a one-day application for judgment by NST’s clients, The9 Limited and 1111 Limited. The plaintiffs had advanced $4 million to the defendant, Skychain Technologies Inc., for the construction of a crypto currency mining project in Birtle, Manitoba. The advance was split into the following: two million dollars was paid for shares and warrants, and two million dollars was advanced as debt under convertible debentures.
Partner Karen Carteri acts for Richard Mill, a recorded holder of mineral rights in connection with a dispute relating to a mineral claim in British Columbia. The opposing party is Skeena Resources Ltd., whose predecessors, Prime Resources Group Inc. and Barrick Gold Corporation, operated a gold mine known as the Eskay Creek mine between 1994 and 2008. The central issue in dispute is the rights to the minerals contained in certain valuable gold mine tailings from the former Eskay Creek mine
NST was successful before both the British Columbia Supreme Court and Court of Appeal in a dispute between shareholders of a real estate holding company.
NST successfully represented the Law Society of British Columbia at the British Columbia Court of Appeal in an important appeal dealing with the definition of “trust funds” under the Law Society’s Rules. The Court of Appeal affirmed a Law Society Tribunal decision that funds received by a lawyer pursuant to fixed or flat fee arrangement for services to be performed are trust funds that must be deposited into a trust account until the services have been performed, unless there is an express agreement with the client.